During the year, the following permanent committees assisted the board in discharging its responsibilities and obligations: audit and risk committee, remuneration, human resources and transformation committee, investment committee, and nominations committee. In addition, an ad hoc independent sub-committee of the board was established to specifically deal with the expression of interest received in March 2011 from a consortium led by Capitau Holdings to acquire the entire issued share capital of Avusa.
All committees report to the board on their activities. The board is cognisant that this does not detract from its ultimate responsibility and accountability for the affairs of the company.
During the year, members of permanent board committees (other than the executive committee) comprised only non-executive directors. Executive management, experts and outside service providers attended by invitation, as required. The board is satisfied that all committees discharged their responsibilities satisfactorily in accordance with their terms of reference. Copies of these terms of reference are available from the company secretary on request.
Audit and risk committee
Full details of this committee are set out in the audit and risk committee report on pages 81 and 83 of the Avusa Annual Report 2011. The committee for the March 2011 financial year consists of non-executive directors who are all financially literate. The committee has detailed terms of reference that comply with the Act and King III and are approved by the board.
Remuneration, human resources and transformation committee
Full details of this committee are set out in the remuneration, human resources and transformation report on pages 122 to 131of the Avusa Annual Report 2011. The committee is appointed by the board for each financial year and its terms of references comply with the Act and King III and are approved by the board.
Investment committee
The investment committee held one meeting during the year to consider the proposed acquisition of the Retail Solutions business, comprising the entire issued share capitals of Hirt & Carter and Universal Print Group, from UHC Communications, and to make a recommendation to the board.
Nominations committee
The terms of reference for the nominations committee were updated to comply with King III and approved by the board.
The nominations committee met to debate the optimal size and composition of the board, taking into account issues raised in King III and by key shareholders. The committee also considered appointing new candidates to the board, as well as the appointment process to be followed.
Independent sub-committee
The independent sub-committee was established on 24 March 2011 to deal with the expression of interest received from a consortium led by Capitau Holdings to acquire the entire issued share capital of Avusa. Avusa’s legal and corporate finance advisers attended these meetings by invitation. This committee will be dissolved once its mandate has been fulfilled.
Executive committee
The executive committee meets quarterly and pursues business in the best interests of the company and the group, including the review and implementation of investment decisions. Business unit management committee meetings are held quarterly, ensuring appropriate oversight of the business units. Group issues raised at business unit management committee meetings are referred to the executive committee for consideration.